Fish sauce and other dipping-sauce brands are not only symbols of Vietnamese culinary culture but also valuable IP assets for food businesses. When a company seeks expansion, a brand transfer can be a strategic move for growth or restructuring. However, without a firm grasp of the legal framework, the deal may face risks and disputes.

Understand what a “brand transfer” really means in F&B
Transferring a brand (trade name, logo, slogan, packaging, formula, etc.) is not merely handing over a “name”; it is the assignment of registered or actually used IP rights. For products like fish sauce and dipping sauces—where brand reputation is tied to quality and consumer trust—the transfer must be handled with extra caution.

Ensure the brand is legally protected before any transfer
Before negotiating, the brand should be protected by a valid certificate granted by the Intellectual Property Office of Vietnam (IPVN). This means:

A registered, in-force trademark.
No pending disputes or ownership complaints.
No conflict or likelihood of confusion with marks in the same class of goods.
If the mark is unregistered, the transfer has little legal value. Many small businesses or household producers rely on customary names without completing registration and risk losing ownership in disputes.

Put the assignment in a clear contract and record it with the authority
Once conditions are met, the parties should sign a trademark assignment agreement specifying:

Assignor and assignee.
Subject matter (each IP asset if multiple).
Scope (full/partial territory, time, etc.).
Consideration and payment terms.
Non-dispute/non-challenge undertakings.
After signing, record the assignment with the IPVN so it is effective against third parties and legally protected. Skipping this step is common and can lead to the buyer not being recognized as the lawful user or being challenged later.

Does the transfer include formulas or factories?
In this sector, value lies not only in the name but also in formulas, production processes, personnel, distribution, and accumulated goodwill. Clarify whether:

Trade secrets/know-how are transferred. If yes, attach detailed annexes on technical manuals, quality controls, staff training agreements, and confidentiality/non-use undertakings by the assignor.
Facilities (plants/workshops) are included. If so, the deal may become an asset transfer or even an M&A transaction, affecting contract type, taxes, and regulatory approvals. Seek advice on the optimal structure for compliance and tax efficiency.

Taxes and financial obligations
Assignment of intangible assets (trademarks) is typically subject to corporate income tax and may attract VAT if ancillary services are provided. Both sides should:

Allocate tax responsibilities clearly.
Use arm’s-length pricing to avoid deemed assessments.
Prepare complete documents to support deductions/exemptions where applicable.

Don’t skip legal due diligence on the brand
Before buying, conduct legal due diligence to check:

Any ongoing disputes or challenges?
Any unauthorized third-party use?
Any exclusive distribution/agency commitments?
Registration status in export target markets?
Diligence helps avoid “buying legal risk” or later invalidation.

Practical tips to optimize a fish-sauce/dipping-sauce brand transfer

Obtain legal advice before negotiations.
Use a legally robust agreement with warranties and dispute-resolution clauses.
Record the assignment with the IPVN.
Audit related IP (packaging trademarks, logo design, domains, social media handles).
Review distribution rights and food safety licenses; re-apply where needed.

Transferring a fish-sauce or dipping-sauce brand is complex; it involves the name, reputation, production know-how, and distribution systems built over years. To protect your interests and reduce legal risks, proceed methodically with experienced counsel.

Contact DEDICA Law Firm for specialized advice!
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